Bond Vodafone Group Ltd 4.875% ( US92857WBS89 ) in USD

Issuer Vodafone Group Ltd
Market price refresh price now   89.691 %  ▲ 
Country  United Kingdom
ISIN code  US92857WBS89 ( in USD )
Interest rate 4.875% per year ( payment 2 times a year)
Maturity 18/06/2049



Prospectus brochure of the bond Vodafone Group PLC US92857WBS89 en USD 4.875%, maturity 18/06/2049


Minimal amount 1 000 USD
Total amount 1 750 000 000 USD
Cusip 92857WBS8
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Next Coupon 19/12/2025 ( In 92 days )
Detailed description Vodafone Group Plc is a British multinational telecommunications company headquartered in London, providing mobile and fixed-line telephony, broadband, and digital television services in many countries across Europe, Africa, Asia, and Oceania.

The Bond issued by Vodafone Group Ltd ( United Kingdom ) , in USD, with the ISIN code US92857WBS89, pays a coupon of 4.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 18/06/2049

The Bond issued by Vodafone Group Ltd ( United Kingdom ) , in USD, with the ISIN code US92857WBS89, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Vodafone Group Ltd ( United Kingdom ) , in USD, with the ISIN code US92857WBS89, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2 1 a2239002z424b2.htm 424B2
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TABLE OF CONTENTS
TABLE OF CONTENTS 2
CALCULATION OF REGISTRATION FEE



Amount to be
Amount of
Title of Each Class of Securities Offered

registered

Registration Fee(1)

4.875% Notes due 2049

$1,750,000,000
$212,100

5.125% Notes due 2059

$500,000,000

$60,600

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-219583
Prospectus Supplement to Prospectus dated July 31, 2017
$2,250,000,000
VODAFONE GROUP PLC
$1,750,000,000 4.875% NOTES DUE 2049
$500,000,000 5.125% NOTES DUE 2059
The Notes offered by this prospectus supplement comprise the $1,750,000,000 4.875% Notes due June 19, 2049 (the "Tranche 1 Notes") and the $500,000,000 5.125% Notes due June 19, 2059
(the "Tranche 2 Notes" and, together with the Tranche 1 Notes, the "Notes"). Interest will be payable, with respect to the Tranche 1 Notes, semi-annually on June 19 and December 19 of each
year, commencing December 19, 2019 up to and including June 19, 2049, the maturity date for the Tranche 1 Notes, subject to the applicable business day convention, and, with respect to the
Tranche 2 Notes, semi-annually on June 19 and December 19 of each year, commencing December 19, 2019 up to and including June 19, 2059, the maturity date for the Tranche 2 Notes,
subject to the applicable business day convention. We will repay the Tranche 1 Notes on June 19, 2049 and the Tranche 2 Notes on June 19, 2059, in each case at 100% of their principal
amount, plus accrued and unpaid interest. The Notes will be unsecured and will rank equally with all other unsecured, unsubordinated obligations of Vodafone Group Plc from time to time
outstanding.
We may redeem any tranche of the Notes, in whole but not in part, at any time at 100% of their principal amount, plus accrued interest upon the occurrence of certain tax events described in
this prospectus supplement and the accompanying prospectus. In addition, we may redeem any tranche of the Notes, in whole or in part, at any time at 100% of the principal amount plus
accrued interest, plus a make-whole amount as described herein.
Furthermore, upon the occurrence of a Change of Control Put Event (as defined in the accompanying prospectus), the holder of a Note will have the option to require us to redeem or, at our
option, purchase (or procure the purchase of) such Note, at an optional redemption amount equal to 101% of the aggregate principal amount of such Note, plus accrued and unpaid interest on
such Note to the date of redemption. See "Description of Notes--Redemption or Repurchase Following a Change of Control" for more information.
We intend to use the net proceeds from this offering to finance upcoming maturities, including the repurchase (the "Tender Offers") of any and all of our 4.375% Notes due 2021 (the "2021
Notes"), 2.50% Notes due 2022 (the "2022 Notes") and 2.950% Notes due 2023 (the "2023 Notes" and together with the 2021 Notes and the 2022 Notes, the "Tender Offer Notes"), and for
general corporate purposes. The Tender Offers are being made pursuant to an offer to purchase dated June 12, 2019 (the "Offer to Purchase"). Concurrently with the launch of the Tender
Offers, we are issuing a notice of redemption in respect of any 2021 Notes not purchased by us in the Tender Offers, at a price set forth in the prospectus supplement dated March 9, 2011
relating to the 2021 Notes. The offering of the Notes is not contingent on the consummation of the Tender Offers or any minimum amount of tenders in the Tender Offers. The foregoing does
not constitute an offer to purchase, or a notice of redemption or an obligation to issue a notice of redemption for the 2021 Notes or any other notes.
Application will be made to list the Notes on the New York Stock Exchange. We expect that the Notes will be eligible for trading on the New York Stock Exchange within 30 days after
delivery.
See "Risk Factors" beginning on page S-3 of this prospectus supplement, "Risk Factors" beginning on page 6 of the prospectus and "Principal risk factors and uncertainties" beginning on
page 44 of our Annual Report on Form 20-F for the fiscal year ended March 31, 2019, which are incorporated by reference in this prospectus supplement and the accompanying prospectus, to
read about factors you should consider before investing in the Notes.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Underwriting
Proceeds, Before


Price to Public(1)

Discounts

Expenses(2)

Per Tranche 1 Note


98.251%

0.75%

97.501%
Total for the Tranche 1 Notes

$
1,719,392,500
$
13,125,000
$
1,706,267,500
Per Tranche 2 Note


98.527%

0.75%

97.777%
Total for the Tranche 2 Notes

$
492,635,000
$
3,750,000
$
488,885,000
Notes:--
(1)
Plus accrued interest, if any, from and including June 19, 2019 to the date the Notes are delivered to investors.
(2)
See "Underwriting" beginning on page S-12 of this prospectus supplement.
The underwriters expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company, referred to herein as DTC, for the accounts of its participants,
including Clearstream Banking S.A. and Euroclear Bank SA/NV against payment in New York, New York, on or about June 19, 2019. The clearing and settlement system will be the book-
entry system operated by DTC.
BofA Merrill Lynch

Morgan Stanley

RBC Capital Markets

UBS Investment Bank
Prospectus Supplement dated June 12, 2019.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
RISK FACTORS

S-3

INCORPORATION OF INFORMATION FILED WITH THE SEC
S-4

THE TENDER OFFERS; REFINANCING TRANSACTIONS
S-5

GENERAL INFORMATION
S-6

DESCRIPTION OF NOTES
S-7

USE OF PROCEEDS
S-11

UNDERWRITING
S-12

TAXATION
S-17

VALIDITY OF SECURITIES
S-18
Unless otherwise stated in this prospectus supplement or the accompanying prospectus or unless the context otherwise requires, references in this
prospectus supplement or the accompanying prospectus to "Vodafone", "Issuer", "we", "our", "ours" and "us" are to Vodafone Group Plc.
S-2
Table of Contents
RISK FACTORS
You should carefully consider the following risk factors, in addition to the other information included in, and incorporated by reference into, this
prospectus supplement, including in the section entitled "Risk Factors" beginning on page 6 of the prospectus, and "Principal Risk Factors and
Uncertainties" beginning on page 44 of our Annual Report on Form 20-F for the financial year ended March 31, 2019, filed by us with the SEC and
incorporated by reference into this prospectus supplement.
The risks set forth below and incorporated by reference comprise all material risks known to us. All of these risk factors and events are contingencies
that may or may not occur. We may face a number of the described risks simultaneously and one or more described risks may be interdependent. The
risk factors are based on assumptions that could turn out to be incorrect.
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You should carefully review this entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference and should
form your own views before making an investment decision with respect to the Notes. You should also consult your own financial, legal and tax advisers
to carefully review the risks associated with the Notes included in, and incorporated by reference into, this prospectus supplement and consider such an
investment decision in light of your personal circumstances.
Risks related to the Notes
We may not be able to repurchase the Notes upon a change of control.
Upon the occurrence of specific kinds of change of control events, each holder of notes will have the right to require us to repurchase all or any part of
such holder's notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of purchase. If we experience
a change of control triggering event, there can be no assurance that we would have sufficient financial resources available to satisfy our obligations to
repurchase the Notes. Our failure to repurchase the Notes as required under the indenture governing the Notes would result in a default under the
indenture, which could have material adverse consequences for us and the holders of the notes. See "Description of Notes--Redemption or Repurchase
Following a Change of Control"
S-3
Table of Contents
INCORPORATION OF INFORMATION FILED WITH THE SEC
The U.S. Securities and Exchange Commission, referred to herein as the SEC, allows us to incorporate by reference into this prospectus supplement and
the accompanying prospectus the information filed with them, which means that:
·
incorporated documents are considered part of this prospectus supplement and the accompanying prospectus;
·
we can disclose important information to you by referring to those documents; and
·
information filed with the SEC in the future will automatically update and supersede this prospectus supplement and the accompanying
prospectus.
The information that we incorporate by reference is an important part of this prospectus supplement and the accompanying prospectus.
We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents described in "Where You Can Find More
Information" in the accompanying prospectus which we filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, referred to
herein as the Exchange Act, except to the extent amended or superseded by subsequent filings. We also incorporate by reference any future filings that
we make with the SEC under Sections 13(a), 13(c) or 15(d) of the Exchange Act after the date of this prospectus supplement but before the end of this
offering and that, in the case of any future filings on Form 6-K, are identified in such filing as being incorporated into this prospectus supplement or the
accompanying prospectus. Any statement made in this prospectus supplement or the accompanying prospectus or in a document incorporated or deemed
to be incorporated by reference into this prospectus supplement or the accompanying prospectus shall be deemed to be modified or superseded for
purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement contained herein or therein or in any
subsequently filed document that is incorporated by reference in this prospectus supplement or the accompanying prospectus modifies or supersedes
such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
prospectus supplement or the accompanying prospectus.
The documents incorporated by reference in this prospectus supplement and the accompanying prospectus and, in particular, those set forth below
contain important information about Vodafone and its financial condition. We incorporate by reference in this prospectus supplement and the
accompanying prospectus, among others, the following documents:
Vodafone SEC Filings (File N. 001-10086)

Period
Annual Report on Form 20-F

Year ended March 31, 2019, filed June 7, 2019
Report on Form 6-K

Capitalization and Indebtedness Table as at March 31, 2019, filed
June 12, 2019
You should read "Where You Can Find More Information" in the accompanying prospectus for information on how to obtain the documents
incorporated by reference or other information relating to Vodafone.
S-4
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Table of Contents
THE TENDER OFFERS; REFINANCING TRANSACTIONS
On June 12 2019, we commenced cash tender offers (the "Tender Offers") to purchase for cash any and all of our 4.375% Notes due 2021 (the "2021
Notes"), 2.50% Notes due 2022 (the "2022 Notes") and 2.950% Notes due 2023 (the "2023 Notes" and together with the 2021 Notes and the 2022
Notes, the "Tender Offer Notes"). The Tender Offers may be amended, extended or terminated. The Tender Offers are being made pursuant to an Offer
to Purchase dated June 12, 2019.
Concurrently with the launch of the Tender Offers, we are issuing a notice of redemption in respect of any 2021 Notes not purchased by us in the Tender
Offers, at a price set forth in the prospectus supplement dated March 9, 2011 relating to the 2021 Notes.
We intend to use the net proceeds from this offering to finance upcoming maturities, including the repurchase of any and all of the 2021 Notes, 2022
Notes and 2023 Notes in connection with the Tender Offers, and for general corporate purposes. See "Use of Proceeds." The offering of the Notes is not
contingent on the consummation of the Tender Offers or any minimum amount of tenders in the Tender Offers. We cannot assure you that the Tender
Offers will be consummated in accordance with their terms, or at all, or that a significant principal amount of our Tender Offer Notes will be tendered
and cancelled pursuant to the Tender Offers. This prospectus supplement and the accompanying prospectus do not constitute an offer to purchase, or a
notice of redemption or an obligation to issue a notice of redemption for, the 2021 Notes or any other notes.
S-5
Table of Contents
GENERAL INFORMATION
No person has been authorized to provide you with information that is different from what is contained in, or incorporated by reference into, this
prospectus supplement and the accompanying prospectus, and, if given or made, such information must not be relied upon as having been authorized.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other
than the Notes to which it relates or an offer to sell or the solicitation of an offer to buy such Notes by any person in any circumstances in which such
offer or solicitation is unlawful. Neither the delivery of this prospectus supplement and the accompanying prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus supplement or that the
information contained in this prospectus supplement and the accompanying prospectus is correct as of any time subsequent to its date.
The distribution of this prospectus supplement and the accompanying prospectus and the offering and sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this prospectus supplement and the accompanying prospectus come are required by us and the
underwriters to inform themselves about and to observe any such restrictions.
Vodafone's registered office is located at Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN, England.
S-6
Table of Contents
DESCRIPTION OF NOTES
This section contains a brief description of the terms of the Notes. For additional information about the Notes and their terms, please see "Description of
the Debt Securities We May Offer" in the accompanying prospectus.
4.875% Notes due June 2049 (the "Tranche 1 Notes")
Maturity Date
We will repay the Tranche 1 Notes on June 19, 2049 at 100% of their principal amount, plus accrued and
unpaid interest.
Issue Date
June 19, 2019.
Issue Price
98.251% of the principal amount, plus accrued interest, if any, from and including June 19, 2019 to the date
the Tranche 1 Notes are delivered to investors.
Interest Rate
4.875% per annum.
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Interest Payment Dates
Semi-annually on June 19 and December 19 of each year, commencing December 19, 2019 up to and
including the maturity date for the Tranche 1 Notes, subject to the applicable business day convention.
Business Day Convention
Following, Unadjusted.
Day Count Fraction
30/360.
Optional Make-Whole Redemption
We have the right to redeem the Tranche 1 Notes, in whole or in part, at any time and from time to time at a
redemption price equal to the greater of (1) 100% of the principal amount of such notes, plus accrued
interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values
of the remaining scheduled payments of principal and interest on such notes (excluding any portion of such
payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-
annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate,
plus 40 basis points.
Underwriting Discount
0.75%
CUSIP Number
92857W BS8
ISIN Number
US92857WBS89
5.125% Notes due June 2059 (the "Tranche 2 Notes" and, together with the Tranche 1 Notes, the "Notes")
Maturity Date
We will repay the Tranche 2 Notes on June 19, 2059 at 100% of their principal amount, plus accrued and
unpaid interest.
Issue Date
June 19, 2019.
Issue Price
98.527% of the principal amount, plus accrued interest, if any, from and including June 19, 2019 to the date
the Tranche 2 Notes are delivered to investors.
Interest Rate
5.125% per annum.
Interest Payment Dates
Semi-annually on June 19 and December 19 of each year, commencing December 19, 2019 up to and
including the maturity date for the Tranche 2 Notes, subject to the applicable business day convention.
Business Day Convention
Following, Unadjusted.
Day Count Fraction
30/360.
S-7
Table of Contents
Optional Make-Whole Redemption
We have the right to redeem the Tranche 2 Notes, in whole or in part, at any time and from time to time at a
redemption price equal to the greater of (1) 100% of the principal amount of such notes, plus accrued
interest to the date of redemption and (2) as determined by the quotation agent, the sum of the present values
of the remaining scheduled payments of principal and interest on such notes (excluding any portion of such
payments of interest accrued as of the date of redemption) discounted to the redemption date on a semi-
annual basis (assuming a 360-day year consisting of twelve 30-day months) at the adjusted treasury rate,
plus 40 basis points.
Underwriting Discount
0.75%
CUSIP Number
92857W BT6
ISIN Number
US92857WBT62
The following terms apply to each tranche of the Notes:
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Redemption If a Change of Control Put Event occurs, then the holder of a Note will have the option, as described under "Additional Mechanics--
or
Redemption or Repurchase Following a Change of Control" in the accompanying prospectus, to require Vodafone to redeem or, at
Repurchase
Vodafone's option, purchase (or procure the purchase of) such Note at an optional redemption amount equal to 101% of the aggregate
Following a
principal amount of such Note, plus accrued and unpaid interest on such Note to the date of redemption, according to the terms and
Change of
limitations described under "Additional Mechanics--Redemption or Repurchase Following a Change of Control" in the accompanying
Control
prospectus.
Ranking
The Notes will rank equally with all present and future unsecured and unsubordinated indebtedness of Vodafone Group Plc. Because we
are a holding company, the Notes will effectively rank junior to any indebtedness or other liabilities of our subsidiaries.
Regular
With respect to each interest payment date, the regular record date for interest on global securities in registered form will be the close of
Record
business on the Clearing System Business Day prior to the date for payment, where "Clearing System Business Day" means Monday to
Dates for
Friday, inclusive, except December 25 and January 1. The regular record date for interest on debt securities that are represented by
Interest
physical certificates will be the date that is 15 calendar days prior to such date, whether or not such date is a business day.
S-8
Table of Contents
Payment of Additional Amounts
All payments on the Notes will be made without deducting United Kingdom ("U.K.") withholding taxes,
except as required by law. If any such deduction is required on payments to non-U.K. investors, we will pay
additional amounts on those payments to the extent described under "Description of Debt Securities We
May Offer--Payment of Additional Amounts" in the accompanying prospectus. Notwithstanding the
foregoing, any amounts to be paid on the Notes by us, or on our behalf, will be paid net of any deduction or
withholding imposed or required pursuant to an agreement described in Section 1471(b) of the U.S. Internal
Revenue Code of 1986, as amended (the "Code"), or otherwise imposed pursuant to Sections 1471 through
1474 of the Code (or any regulations thereunder or official interpretations thereof) or an intergovernmental
agreement between the United States and another jurisdiction facilitating the implementation thereof (or any
fiscal or regulatory legislation, rules or practices implementing such an intergovernmental agreement) (and
any such withholding or deduction, a "FATCA Withholding"). Neither we, nor any person, will be required
to pay any additional amounts in respect of FATCA Withholding.
Optional Tax Redemption
We may redeem the Notes before they mature if we are obligated to pay additional amounts due to changes
on or after June 12, 2019 in U.K. withholding tax requirements, a merger or consolidation with another
entity or a sale or lease of substantially all our assets and other limited circumstances described under
"Description of Debt Securities We May Offer--Payment of Additional Amounts" in the accompanying
prospectus. In that event, we may redeem the Notes in whole but not in part on any interest payment date, at
a price equal to 100% of their principal amount plus accrued interest to the date fixed for redemption.
Adjusted Treasury Rate
"Adjusted treasury rate" means, with respect to any redemption date, the rate per year equal to the semi-
annual equivalent yield to maturity of the comparable treasury issue, assuming a price for the comparable
treasury issue (expressed as a percentage of its principal amount) equal to the comparable treasury price for
such redemption date.
Comparable Treasury Issue
"Comparable treasury issue" means the U.S. Treasury security selected by the quotation agent as having a
maturity comparable to the remaining term of the relevant tranche of Notes to be redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues
of corporate debt securities of comparable maturity to the remaining terms of such Notes.
Comparable Treasury Price
"Comparable treasury price" means, with respect to any redemption date, the average of the reference
treasury dealer quotations for such redemption date.
Quotation Agent
"Quotation agent" means the reference treasury dealer appointed by us.
Reference Treasury Dealer
"Reference treasury dealer" means any primary U.S. government securities dealer in New York City
selected by us.
S-9
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Reference
"Reference treasury dealer quotations" means with respect to each reference treasury dealer and any redemption date, the average,
Treasury Dealer
as determined by the Quotation Agent, of the bid and asked prices for the comparable treasury issue (expressed as a percentage of
Quotations
its principal amount) quoted in writing to the Quotation Agent by such reference treasury dealer at 5:00 p.m. New York City Time
on the third business day preceding such redemption date.
Listing
We will file an application to list the Notes on the New York Stock Exchange. We expect that the Notes will be eligible for
trading on the New York Stock Exchange within 30 days after delivery of the Notes.
Use of Proceeds
We intend to use the net proceeds from this offering to finance upcoming maturities, including the repurchase of any and all of the
(after deducting
2021 Notes, 2022 Notes and 2023 Notes in connection with the Tender Offers, and for general corporate purposes. See "Use of
underwriting
Proceeds".
discounts but not
estimated
expenses)
Risk Factors
You should carefully consider all of the information in this prospectus supplement and the accompanying prospectus, which
includes information incorporated by reference. In particular, you should evaluate the specific factors under "Risk Factors"
beginning on page S-3 of this prospectus supplement, "Risk Factors" beginning on page 6 of the accompanying prospectus and
"Principal risk factors and uncertainties" beginning on page 44 of our Annual Report on Form 20-F for the fiscal year ended
March 31, 2019 for risks involved with an investment in the Notes.
Trustee and
The Bank of New York Mellon.
Principal Paying
Agent
Timing and
We currently expect delivery of the Notes to occur on or about June 19, 2019.
Delivery
Underwriters
BofA Securities, Inc., Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS Securities LLC.
Prohibition of
Applicable.
Sales to EEA
Retail Investors
S-10
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds (after underwriting discounts but before expenses) from the sale of the Notes will be approximately $2,195,152,500.
We intend to use the net proceeds from the sale of the Notes to finance upcoming maturities, including the repurchase of any and all of the 2021 Notes,
2022 Notes and 2023 Notes in connection with the Tender Offers and for general corporate purposes.
The underwriters or their respective affiliates may hold some of our Tender Offer Notes and consequently may receive a portion of the net proceeds of
this offering to the extent that such underwriters or their affiliates validly tender in the Tender Offers. See "Underwriting". In addition, Merrill Lynch
International, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and UBS AG London Branch are acting as dealer managers in connection with
the Tender Offers.
S-11
Table of Contents
UNDERWRITING
We have entered into an underwriting agreement and a pricing agreement with the underwriters listed below. Subject to certain conditions, we have
agreed to sell and each underwriter has severally agreed to purchase the principal amount of Notes indicated opposite such underwriter's name in the
following table:
Principal amount of
Principal amount of
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Underwriter

Tranche 1 Notes

Tranche 2 Notes

BofA Securities, Inc.
$
437,500,000 $
125,000,000
Morgan Stanley & Co. LLC
$
437,500,000 $
125,000,000
RBC Capital Markets, LLC
$
437,500,000 $
125,000,000
UBS Securities LLC
$
437,500,000 $
125,000,000
?
?
?
?
?
?
?
?
Total
$
1,750,000,000 $
500,000,000
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
The underwriters are committed to take and pay for all of the Notes being offered, if any are taken. The sale of the Notes to the public by the
underwriters is subject to the receipt and acceptance of, and the underwriters' right to reject, any order, in whole or in part.
Notes sold by the underwriters to the public will initially be offered at the initial public offering prices set forth on the cover of this prospectus
supplement. The underwriters may sell Notes to securities dealers at a discount from the initial public offering price of up to 0.45% of the principal
amount of the Tranche 1 Notes and 0.45% of the principal amount of the Tranche 2 Notes. These securities dealers may resell any Notes purchased from
the underwriters to other brokers or dealers at a discount from the initial public offering price of up to 0.30% of the principal amount of the Tranche 1
Notes and 0.30% of the principal amount of the Tranche 2 Notes. If all the Notes of a tranche are not sold at the initial offering price, the underwriters
may change the offering price and the other selling terms of such tranche of the Notes.
The Notes are new issues of securities with no established trading markets. Application will be made to list the Notes on the New York Stock
Exchange. We expect that the Notes will be eligible for trading on the New York Stock Exchange within 30 days after delivery of the Notes. We have
been advised by the underwriters that the underwriters intend to make markets in the Notes but they are not obligated to do so and may discontinue
market-making at any time without notice. No assurance can be given as to the liquidity of the trading markets for the Notes.
Delivery of the Notes will be made against payment on June 19, 2019. Trades of securities in the secondary market generally are required to settle in
two business days, referred to as T+2, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the
Notes will not be made on a T+2 basis, investors who wish to trade the Notes before a final settlement will be required to specify an alternative
settlement cycle at the time of any such trade to prevent a failed settlement.
In connection with the offering, the underwriters may purchase and sell Notes in the open market. These transactions may include short sales,
stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater aggregate
principal amount of Notes than they are required to purchase in the offering. Stabilizing transactions consist of bids or purchases made for the purpose
of preventing or retarding a decline in the market prices of Notes while the offering is in progress. The underwriters also may impose a penalty bid. This
occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have
repurchased notes sold by or for the account of such underwriter in stabilizing or short-covering transactions.
These activities by the underwriters may stabilize, maintain or otherwise affect the market prices of Notes. As a result, the prices of Notes may be
higher than the prices that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at
any time. These transactions may be effected in the over-the-counter market or otherwise.
In the ordinary course of their respective businesses the underwriters and their affiliates have engaged and may in the future engage in various banking
and financial services for and commercial transactions in the ordinary course of business with us and our affiliates for which they received or will
receive customary fees, commissions and expenses. In addition, in the ordinary course of their business activities, the underwriters and their affiliates
may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments
(including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve
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securities and/or instruments of ours or our affiliates. Certain of the underwriters or their affiliates that have a lending relationship with us routinely
hedge their credit exposure to us consistent with their customary risk management policies. Typically, such underwriters and their affiliates would
hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our
securities, including potentially the notes offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of
the notes offered hereby. The underwriters and their affiliates may also make investment recommendations and/or publish or express independent
research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions
in such securities and instruments.
The Company intends to use the net proceeds from this offering to finance upcoming maturities, including the repurchase of any and all of the 2021
Notes, 2022 Notes and 2023 Notes in connection with the Tender Offers, and for general corporate purposes. See "Use of Proceeds." The underwriters
or their respective affiliates may hold some of the Tender Offer Notes and consequently may receive a portion of the net proceeds of this offering to the
extent that such underwriters or their affiliates validly tender in the Tender Offers. In addition, Merrill Lynch International., Morgan
Stanley & Co. LLC, RBC Capital Markets, LLC and UBS AG London Branch are acting as dealer managers in connection with the Tender Offers.
We estimate that our total allocable expenses (which consist of, among other fees, legal fees and expenses, accounting fees and expenses and printing
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expenses) for this offering, excluding underwriting discounts, will be approximately $371,600.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the U.S. Securities Act of 1933.
(1)
Each of the underwriters has severally represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or
otherwise make available any Notes which are the subject of the offering to any retail investor in the EEA. For the purposes of this provision:
(a)
the expression "retail investor" means a person who is one (or more) of the following:
(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II");
(ii)
a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where
that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii)
not a qualified investor as defined in the Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"); and
(b)
the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer
and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.
(2)
Each underwriter has represented, warranted and agreed that, in connection with the distribution of the Notes:
(a)
it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 ("FSMA") with respect to
anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom; and
(b)
it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue
or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to Vodafone Group Plc (the "Issuer").
Selling Restrictions
Notice to Prospective Investors in the EEA
PRIIPs Regulation/ PROHIBITION OF SALES TO EEA RETAIL INVESTORS--The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer
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within the meaning of the Insurance Mediation Directive, where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive").
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling
the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
This prospectus supplement has been prepared on the basis that any offer of the Notes in any Member State of the EEA will be made pursuant to an
exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of the Notes. This prospectus supplement is not a
prospectus for the purposes of the Prospectus Directive.
Notice to Prospective Investors in the United Kingdom
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as "relevant persons"). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or
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any of its contents.
Notice to Prospective Investors in Canada
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National
Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations and that are not created or used solely to purchase or
hold securities as an accredited investor described in paragraph (m) of the definition of "accredited investor". Any resale of the Notes must be made in
accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus
supplement and accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or
damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's province or territory. The
purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars of these rights or
consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Notice to Prospective Investors in Switzerland
The Notes may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange ("SIX") or on any other stock exchange or
regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of, and has been prepared without regard
to, the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing
prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.
Neither this document nor any other offering or marketing material relating to the Notes or the offering thereof may be publicly distributed or otherwise
made publicly available in Switzerland.
Neither this document nor any other offering or marketing material relating to the Issuer, the Notes or the offering thereof have been or will be filed with
or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of Notes will not be supervised by, the
Swiss Financial Market Supervisory Authority FINMA ("FINMA"), and the offer of Notes has not been and will not be
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authorized under the Swiss Federal Act on Collective Investment Schemes ("CISA"). The investor protection afforded to acquirers of interests in
collective investment schemes under the CISA does not extend to acquirers of the Notes.
Notice to Prospective Investors in the United Arab Emirates
The Notes have not been, and are not being, publicly offered, sold, promoted or advertised in the United Arab Emirates (including the Dubai
International Financial Centre) other than in compliance with the laws of the United Arab Emirates (and the Dubai International Financial Centre)
governing the issue, offering and sale of securities. Further, this prospectus supplement and the accompanying prospectus do not constitute a public offer
of securities in the United Arab Emirates (including the Dubai International Financial Centre) and are not intended to be a public offer. The prospectus
supplement and the accompanying prospectus have not been approved by or filed with the Central Bank of the United Arab Emirates, the Securities and
Commodities Authority or the Dubai Financial Services Authority.
Notice to Prospective Investors Hong Kong
The Notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the
meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.32, Laws of Hong Kong), or (ii) to "professional investors"
within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a "prospectus" within the meaning of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Notes may be issued or may be in
the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which
are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to
Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Notice to Prospective Investors in Japan
The Notes have not been and will not be registered for a public offering in Japan pursuant to Article 4, Paragraph 1 of the Financial Instruments and
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Document Outline